Exhibit 2.7 DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada corporation (the...Registration Rights Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
Exhibit 2.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii)...Escrow Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
WARRANT ------- 4,000,000 SHARES April 3, 2002Tangible Asset Galleries Inc • February 19th, 2003 • Wholesale-jewelry, watches, precious stones & metals
Exhibit 10.3 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Merger Corp., a Delaware corporation ("DGSE"), and Superior Galleries, Inc., a Delaware corporation...Management Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
EXHIBIT 4.3 TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made this 20th day of November, 2000, between Tangible Asset Galleries,...Stock Option Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
LAZARE KAPLAN INTERNATIONAL INC. FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT This First Amendment to Revolving Credit Agreement (herein, the "Amendment") is entered into as of December ___, 2005, between Lazare Kaplan International Inc., a Delaware...Revolving Credit Agreement • January 13th, 2006 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
This LICENSE AGREEMENT ("Agreement") made as of the 15th day of May 1997 ("Effective Date"), by and between ST. JOHN KNITS, INC., a California corporation with offices at 17422 Derian Avenue, Irvine, California 94618 ("St. John"), and SWISS ARMY...License Agreement • August 14th, 1997 • Swiss Army Brands Inc • Wholesale-jewelry, watches, precious stones & metals • California
LEASELease • October 15th, 2003 • Allura International Inc • Wholesale-jewelry, watches, precious stones & metals
ANDService Agreement • November 14th, 2003 • Man Sang Holdings Inc • Wholesale-jewelry, watches, precious stones & metals • Hong Kong
OFLimited Liability Company Agreement • January 13th, 2006 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • Delaware
SHAREHOLDERS AGREEMENTShareholders Agreement • January 28th, 2002 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals
SEVERANCE AGREEMENT THIS AGREEMENT made and entered into as of the 1st day of July, 1997 (the "Effective Date") by and between SWISS ARMY BRANDS, INC., a Delaware corporation, (hereinafter referred to as "SABI" or the "Company"), and STANLEY G....Severance Agreement • August 14th, 1997 • Swiss Army Brands Inc • Wholesale-jewelry, watches, precious stones & metals • Connecticut
ARTICLE 1Asset Purchase Agreement • May 3rd, 1999 • Swiss Army Brands Inc • Wholesale-jewelry, watches, precious stones & metals • New York
EXHIBIT 10.1 SUPERIOR GALLERIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of _______________, 20__, by and between Superior Galleries, Inc., a Delaware corporation (the "COMPANY"), and...Indemnification Agreement • July 8th, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Delaware
WARRANT For the Purchase of Common Stock of DGSE COMPANIES, INC. a Nevada corporationSuperior Galleries Inc • January 9th, 2007 • Wholesale-jewelry, watches, precious stones & metals • Texas
RECITALS:Consulting Agreement • December 2nd, 2004 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
PLEDGE AGREEMENT PLEDGE AGREEMENT dated the 8th day of December, 1999 by and between FLEET BANK, N.A., a national banking association with a place of business at 111 Westminster Street, Providence, Rhode Island 02903, telecopier #401-278-3077 (the...Pledge Agreement • August 28th, 2000 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
EXHIBIT 4.3 FORM OF INCENTIVE STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTIONS) (NOT TO BE USED FOR 10% SHAREHOLDERS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned...Incentive Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
AMENDMENT NO. 2 TO LOAN AGREEMENT AMENDMENT NO. 2 TO LOAN AGREEMENT (this "SECOND AMENDMENT"), made and executed as of May 30, 1997, by and among: LAZARE KAPLAN INTERNATIONAL INC., a Delaware corporation (the "BORROWER"); FLEET BANK, N.A. (formerly...Loan Agreement • August 28th, 1997 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals
UNDERWRITING AGREEMENTLazare Kaplan International Inc • November 19th, 1996 • Wholesale-jewelry, watches, precious stones & metals • New York
EXHIBIT 4.2 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTIONS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned Participant has been granted an...Nonqualified Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 99.1 DATED THE 2ND DAY OF AUGUST, 2002 --------------------------------- MAN SANG INTERNATIONAL LIMITED SHARE OPTION SCHEMEMan Sang Holdings Inc • August 14th, 2002 • Wholesale-jewelry, watches, precious stones & metals
RECITALS --------Loan and Security Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
Exhibit 10(z) AMENDMENT TO RIGHTS AGREEMENT Amendment to the RIGHTS AGREEMENT, dated as of July 31, 1997 (the "Rights Agreement"), by and between Lazare Kaplan International Inc., a Delaware corporation (the "Company") and Mellon Investor Services...Rights Agreement • January 28th, 2002 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D,...Joint Filing Agreement • May 22nd, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the securities of Tangible Asset Galleries, Inc., a Nevada corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
AGREEMENT ---------Employment Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
R E C I T A L S ---------------Loan and Security Agreement • April 1st, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
andMan Sang Holdings Inc • January 31st, 1997 • Wholesale-jewelry, watches, precious stones & metals
EXHIBIT 10.11 GUARANTY AGREEMENT ------------------ KNOW YE ALL MEN BY THESE PRESENTS THAT: WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut...Guaranty Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Connecticut
WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut 06611 (hereinafter referred to as "Lender") has granted to Tangible Collectibles, Inc. a Delaware corporation having a principal place of business at 3444 Via Lido, Newport Beach, California 92663 (hereinafter referred to as "Borrower") a commercial demand loan in the principal amount of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS on this date (hereinafter referred to as the "Loan") and
1 THIS AGREEMENT is made the 2nd day of January 1998. BETWEEN: (1) OVERLORD INVESTMENT COMPANY LIMITED whose registered office is situate at 12th Floor, No. 3 Lockhart Road, Hong Kong (the "Vendor") and (2) EXCEL ACCESS LIMITED whose registered office...Agreement • February 27th, 1998 • Man Sang Holdings Inc • Wholesale-jewelry, watches, precious stones & metals
R E C I T A L SSecurities Purchase Agreement • April 2nd, 1999 • Aai Fostergrant Inc • Wholesale-jewelry, watches, precious stones & metals
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 9, 2001 among Tangible Asset Galleries, Inc., a Nevada corporation ("Parent"), and Tangible Asset Galleries Acquisition Corp., a...Agreement and Plan of Merger • July 6th, 2001 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
Exhibit E1 ==================================================================== ============ REVOLVING CREDIT AGREEMENT Dated as of August 14, 2002Revolving Credit Agreement • August 28th, 2002 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
Exhibit 10(z) LAZARE KAPLAN INTERNATIONAL INC. FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Fifth Amendment to Revolving Credit Agreement (herein, the "Amendment") is entered into as of May 6, 2005, between Lazare Kaplan International Inc., a...Credit Agreement • August 25th, 2005 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
FLEET NATIONAL BANK 1998 Amended and Restated Commercial Revolving Line of Credit Agreement THIS 1998 AMENDED AND RESTATED COMMERCIAL REVOLVING LINE OF CREDIT AGREEMENT ("Agreement"), dated as of September 30, 1998, between FLEET NATIONAL BANK (the...Credit Agreement • November 17th, 1998 • Swiss Army Brands Inc • Wholesale-jewelry, watches, precious stones & metals • Connecticut
